Exhibit 10.33


 


AGILENT TECHNOLOGIES, INC.


 


2009 Stock Plan


Stock Award Agreement (“Award Agreement”)


For Standard Awards Granted to Employees


 


Section 1.                                          Grant
of Stock Award.  This Stock Award Agreement, dated as of the
date of grant indicated in your account maintained by the company providing
administrative services in connection with the Plan (as defined below) (the “External
Administrator”), is entered into between Agilent Technologies, Inc. (the “Company”),
and you as an individual who has been granted Restricted Stock Units (the “Awardee”)
pursuant to the Agilent Technologies, Inc. 2009 Stock Plan (the “Plan”).  This Stock Award represents the right to
receive  the number of shares of
the Company’s $0.01 par value voting common stock indicated in the Awardee’s
External Administrator account subject to the fulfillment of the conditions set
forth below and pursuant to and subject to the terms and conditions set forth
in the Plan.  The Stock Award is an
unfunded and unsecured promise by the Company to deliver shares in the
future.  Capitalized terms used and not
otherwise defined herein are used with the same meanings as in the Plan.


 


Section 2.                                          Vesting
Period.  So long as Awardee remains an Awardee
Eligible to Vest, the Stock Award shall vest as to 25% of the shares beginning
on the first anniversary of the date of grant stated in Section 1 above
and another 25% on each subsequent anniversary of the date of grant so that the
Stock Award is fully vested on the fourth anniversary of the date of grant.


 


Section 3.                                          Nontransferability
of Stock Award.  This Stock Award shall not be transferable by
Awardee otherwise than by will or by the laws of descent and distribution.  The terms of this Stock Award shall be
binding on the executors, administrators, heirs and successors of Awardee.


 


Section 4.                                          Termination
of Employment or Service.


 


(a)                                  Any
unvested Stock Award shall be forfeited immediately when the Awardee ceases to
be an Awardee Eligible to Vest, unless the Awardee ceases to be an Awardee
Eligible to Vest due to Awardee’s death, total and permanent disability,
retirement or participation in the Company’s Workforce Management Program.  Except as the Committee may otherwise
determine, termination of Awardee’s employment or service for any reason shall
occur on the date such Awardee ceases to perform services for the Company or
any Affiliate without regard to whether such Awardee continues thereafter to
receive any compensatory payments therefrom or is paid salary thereby in lieu
of notice of termination or, with respect to a member of the Board who is not
also an employee of the Company or any Subsidiary, the date such Awardee is no
longer a member of the Board.


 


(b)                                 Notwithstanding
any provision in the Plan to the contrary, if an Awardee dies while an
Employee, the Stock Award shall immediately vest in full.  The vested portion of the Stock Award shall
be delivered to the executor or administrator of the Awardee’s 


 


1

















 


estate or, if none, by
the person(s) entitled to receive the vested Stock Award under the Awardee’s
will or the laws of descent or distribution.


 


(c)                                  Notwithstanding
any provision in the Plan to the contrary, if an Awardee terminates employment
due to total and permanent disability, due to retirement in accordance with the
Company’s local retirement policy or due to participation in the Company’s
Workforce Management Program, the Stock Award shall vest in full.


 


(d)                                 In
the event of a Change of Control of the Company (as defined in Section 18(c) of
the Plan or any successor), the Stock Award shall vest in full immediately
prior to the closing of the transaction. 
The foregoing shall not apply where the Stock Award is assumed,
converted or replaced in full by the successor corporation or a parent or
subsidiary of the successor; provided, however, that in the event of a Change
of Control in which one or more of the successor or a parent or subsidiary of
the successor has issued publicly traded equity securities, the assumption,
conversion, replacement or continuation shall be made by an entity with
publicly traded securities and shall provide that the holders of such assumed,
converted, replaced or continued Stock Awards shall be able to acquire such
publicly traded securities.


 


Section 5.                                          Restrictions
on Issuance of Shares of Common Stock.  The Company shall not be obligated to issue
any shares of Common Stock pursuant to this Stock Award unless the shares are
at that time effectively registered or exempt from registration under the U.S.
Securities Act of 1933, as amended, and, as applicable, local laws.


 


Section 6.                                          Responsibility for Taxes.  Regardless
of any action the Company  or
Awardee’s employer (the “Employer”) takes with respect to any or all income tax,
social insurance, payroll tax or other tax-related withholding (the “Tax-Related
Items”), Awardee acknowledges that the ultimate liability for all Tax-Related
Items legally due by Awardee is and remains Awardee’s responsibility and that
the Company and/or the Employer (1) make no representations or undertakings
regarding the treatment of any Tax-Related Items in connection with any aspect
of the Stock Award, including the grant and vesting of the Stock Award, the
subsequent sale of shares of Common Stock acquired pursuant to the Stock Award
and the receipt of any dividends or other distributions, if any; and (2) do
not commit to structure the terms of the grant or any aspect of the Stock Award
to reduce or eliminate Awardee’s liability for Tax-Related Items.


 


Awardee authorizes the
Company and/or the Employer to, in the sole discretion of the Company and/or
the Employer, withhold all applicable Tax-Related Items legally payable by
Awardee from Awardee’s wages or other cash compensation paid to Awardee by the
Company and/or the Employer, within legal limits, or from proceeds of the sale
of shares of Common Stock. 
Alternatively, or in addition, if permissible under local law, the
Company may in its sole discretion (1) sell or arrange for the sale of
shares of Common Stock that Awardee acquires to meet the withholding obligation
for Tax-Related Items, and/or (2) withhold in shares of Common Stock,
provided that the Company only withholds the amount of shares of Common Stock
necessary to satisfy the minimum withholding amount.


 


Finally, Awardee shall pay
to the Company or the Employer any amount of Tax-Related Items that the Company
or the Employer may be required to withhold as a result of Awardee’s 


 


2

















 


participation in the Plan or
Awardee’s acquisition of shares of Common Stock that cannot be satisfied by the
means previously described.  The Company
may refuse to deliver the shares of Common Stock if Awardee fails to comply
with Awardee’s obligations in connection with the Tax-Related Items as
described in this section.


 


Section 7.                                          Adjustment.  The number of shares of Common Stock subject
to this Stock Award and the price per share, if any, of such shares may be
adjusted by the Company from time to time pursuant to the Plan.


 


Section 8.                                          Nature of the Award.  By accepting this Stock
Award, Awardee acknowledges that:


 


(1)                                  the Plan is
established voluntarily by the Company, it is discretionary in nature and it
may be modified, amended, suspended or terminated by the Company at any time,
unless otherwise provided in the Plan and this Award Agreement;


 


(2)                                  the grant of
the Stock Award is voluntary and occasional and does not create any contractual
or other right to receive future grants of Stock Award, or benefits in lieu of
Stock Awards, even if Stock Awards have been granted repeatedly in the past;


 


(3)                                  all decisions
with respect to future Stock Award grants, if any, will be at the sole
discretion of the Company;


 


(4)                                  participation
in the Plan shall not create a right to further employment with the Employer
and shall not interfere with the ability of the Employer to terminate Awardee’s
employment relationship at any time;


 


(5)                                  participating
in the Plan is voluntary;


 


(6)                                  the Stock Award
is an extraordinary item that does not constitute compensation of any kind for
services of any kind rendered to the Company or the Employer, and which is
outside the scope of Awardee’s employment contract, if any;


 


(7)                                  the Stock Award
is not part of normal or expected compensation or salary for any purposes,
including, but not limited to, calculating any severance, resignation,
termination, redundancy, end of service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments and in no event should be
considered as compensation for, or relating in any way to, past services to the
Company or the Employer;


 


(8)                                  in the event
Awardee is not an employee of the Company, the Stock Award will not be
interpreted to form an employment contract or relationship with the Company;
and furthermore, the Stock Award will not be interpreted to form an employment
contract with the Employer or any subsidiary or affiliate of the Company;


 


(9)                                  the future
value of the underlying shares of Common Stock is unknown and cannot be
predicted with certainty;


 


3

















 


(10)                            if Awardee
accepts the Stock Award and obtains shares of Common Stock, the value of those
shares of Common Stock acquired may increase or decrease in value;


 


(11)                            in
consideration of the grant of the Stock Award, no claim or entitlement to
compensation or damages shall arise from termination of the Stock Award or
diminution in value of the Stock Award or shares of Common Stock acquired under
the Stock Award resulting from termination of Awardee’s employment by the
Company or the Employer and Awardee irrevocably releases the Company  and the Employer from any such claim that
may arise; if, notwithstanding the foregoing, any such claim is found by a
court of competent jurisdiction to have arisen, then, by signing this Award
Agreement, Awardee shall be deemed irrevocably to have waived Awardee’s
entitlement to pursue such claim;


 


(12)                            by accepting
the grant of this Stock Award through the methods described in Section 18
below, the Awardee and the Company agree that this Stock Award is granted under
and governed by the terms and conditions of the Plan and this Award Agreement,
and the Awardee acknowledges that he or she agrees to accept as binding,
conclusive and final all decisions or interpretations of the Company and/or the
External Administrator upon any questions relating to the Plan and Award
Agreement; and


 


(13)                            the Awardee
acknowledges that this Award Agreement is between the Awardee and the Company,
and that the Awardee’s local employer is not a party to this Award Agreement.


 


Section 9.                                          Data Privacy.  The Awardee explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of the Awardee’s personal data as
described in this document by and among, as applicable, the Company, the
Employer and the External Administrator for the exclusive purpose of
implementing, administering and managing Awardee’s participation in the Plan.


 


Awardee hereby understands that the
Company and the Employer hold certain personal information about the Awardee,
including, but not limited to, Awardee’s name, home address and telephone
number, date of birth, social insurance or other identification number, salary,
nationality, job title, any shares of stock or directorships held in the
Company, details of all Stock Awards or any other entitlement to shares of
Common Stock awarded, canceled, exercised, vested, unvested or outstanding in
the Awardee’s favor, for the purpose of implementing, administering and
managing the Plan (“Data”).  Awardee
hereby understands that Data may be transferred to any third parties (including
the External Administrator) assisting in the implementation, administration and
management of the Plan, that these recipients may be located in Awardee’s
country or elsewhere, such as outside the European Economic Area, and that the
recipient’s country may have different data privacy laws and protections than
Awardee’s country.  All such transfers of
Data will be in accordance with the Company’s Privacy Policies and
Guidelines.  Awardee hereby understands
that Awardee may request a list with the names and addresses of any potential
recipients of the Data by contacting Awardee’s local human resources
representative.  Awardee authorizes the
recipients to receive, possess, use, retain and transfer the Data, in electronic
or other form, for the purposes of implementing, administering and managing the
Awardee’s participation in the 


 


4

















 


Plan, including any requisite transfer of
such Data as may be required to a broker or other third party with whom Awardee
may elect to deposit any Common Stock acquired upon vesting of the Stock
Award.  Awardee hereby understands that
Awardee may, at any time, view Data, request additional information about the
storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, by contacting
in writing Awardee’s local human resources representative.  Awardee hereby understands, however, that
refusing or withdrawing the Awardee’s consent may affect the Awardee’s ability
to participate in the Plan.  For more
information on the consequences of Awardee’s refusal to consent or withdrawal
of consent, Awardee understands that he or she may contact his or her human
resources representative responsible for Awardee’s country at the local or
regional level.


 


Section 10.                                   No Rights Until Issuance.  Awardee shall have no rights hereunder as a
shareholder with respect to any shares subject to this Stock Award until the
date that shares of Common Stock are issued to the Awardee.  The Committee in its sole discretion may
substitute a cash payment in lieu of shares of Common Stock, such cash payment
to be equal to the Fair Market Value of the Shares on the date that such Shares
would have otherwise been issued under the terms of the Plan.


 


Section 11.                                   Administrative
Procedures.  Awardee agrees to follow the
administrative procedures that may be established by the Company and/or its
designated broker for participation in the Plan which may include a requirement
that the shares issued upon vesting be held by the Company’s designated broker
until the Awardee disposes of such shares. 
Awardee further agrees that the Company may determine the actual method
of withholding for Tax-Related Items as described in Section 6 above.


 


Section 12.                                   Governing Law and Venue.  This Award Agreement shall
be governed by and construed according to the laws of the State of Delaware
without regard to its principles of conflicts of laws as provided in the
Plan.  Any proceeding arising out of or
relating to this Award Agreement or the Plan may be brought only in the state
or federal courts located in the Northern District of California where this
grant is made and/or to be performed, and the parties to this Award Agreement
consent to the exclusive jurisdiction of such courts.


 


Section 13.                                   Amendment.  This Stock Award may be amended as provided
in the Plan.


 


Section 14.                                   Language.  If the Awardee has received this or any other
document related to the Plan translated into a language other than English and
if the translated version is different than the English version, the English
version will control.


 


Section 15.                                   Electronic Delivery.  The Company may, in its sole
discretion, decide to deliver any documents related to the Stock Award granted
under (and participation in) the Plan or future awards that may be granted
under the Plan by electronic means or to request the Awardee’s consent to
participate in the Plan by electronic means. 
The Awardee hereby consents to receive such documents by electronic
delivery and, if requested, to agree to participate in the Plan through an
on-line or electronic system established and maintained by the Company or
another third party designated by the Company.


 


5

















 


Section 16.                                   Severability.  The provisions of this Award Agreement are
severable and if any one or more provisions are determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining provisions shall
nevertheless be binding and enforceable.


 


Section 17.                                   Section 409A of the Code


 


(a)                                  This Stock Award shall be administered,
interpreted, and construed in a manner that does not result in the imposition
on the Awardee of any additional tax, penalty, or interest under Section 409A
of the Code.  The preceding provision,
however, shall not be construed as a guarantee any particular tax effect and
the Company shall not be liable to the Awardee any payment made under this
Stock Award that is determined to result in an additional tax, penalty, or
interest under Section 409A of the Code, nor for reporting in good faith
any payment made under any Award as an amount includible in gross income under Section 409A
of the Code.


 


(b)                                 “Termination of employment,” “resignation,”
or words of similar import, as used in this Stock Award means for purposes of
payments under this Award that are payments of deferred compensation subject to
Section 409A of the Code, the Awardee’s “separation from service” as
defined in Section 409A of the Code.


 


(c)                                  To the extent any payment or settlement
that is a payment of deferred compensation subject to Section 409A of the
Code is contingent upon a “change in control,” such payment or settlement shall
only occur if the event giving rise to the change in control would also
constitute a change in ownership or effective control of the Company, or a
change in the ownership of a substantial portion of the assets of the Company,
within the meaning of Section 409A of the Code.  The vesting of any Award shall not be affected
by the preceding sentence.


 


(d)                                 If a payment obligation under this Stock
Award arises on account of the Awardee’s separation from service while the
Awardee is a “specified employee” (as defined in Section 409A of the
Code), any payment of “deferred compensation” (as defined under Treasury
Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions
in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is
scheduled to be paid within six (6) months after such separation from
service shall accrue without interest and shall be paid within 15 days after
the end of the six-month period beginning on the date of such separation from
service or, if earlier, within 15 days after his or her death.


 


Section 18.                                   Recoupment.  This Stock Award is subject to
the terms of the Agilent Technologies Executive Compensation Recoupment Policy
in the form approved by the Committee as the date of grant (the “Policy”), if
and to the extent that the Policy by its terms applies to the Stock Award and the
Awardee; and the terms of the Policy as of the date of grant are incorporated
by reference herein and made a part hereof.


 


Section 19.                                   Entire Agreement.  The Plan is incorporated
herein by reference.  The Plan and this
Award Agreement constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Awardee with respect to the
subject matter hereof, and may not be modified 


 


6

















 


adversely
to the Awardee’s interest except by means of a writing signed by the Company
and the Awardee.


 


Section 20.                                   Acceptance
and Rejection.  This Award Agreement is one of the documents governing this Stock Award,
which the Awardee may accept or reject online through the External
Administrator’s website.  If the Awardee
has not rejected this Stock Award by the time of the first vesting event, the
Awardee will be deemed to have accepted this Stock Award, and the shares of Common
Stock vested pursuant to the Stock Award will be issued and taxed accordingly.


 


Section 21.                                   Plan
Document Acknowledgment. 
The Awardee further acknowledges that he or
she has read and specifically and expressly approves the following sections of
the Award Agreement: Nontransferability of Stock Award; Restrictions on
Issuance of Shares of Common Stock; Responsibility for Taxes; Nature of the
Award; Data Privacy; No Rights Until Issuance; Governing Law and Venue;
Language; Electronic Delivery and Entire Agreement.


 


 


	
   

  	
  AGILENT
  TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ William P. Sullivan

  
	
   

  	
  William P. Sullivan

  
	
   

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ D. Craig Nordlund

  
	
   

  	
  D. Craig Nordlund

  
	
   

  	
  Senior Vice President,
  General Counsel and Secretary

  



 


7